Overview of Conflict of Interest Management Policy
Tokyo Star Bank (hereinafter referred to as "the Bank") has established and hereby publishes its basic policy for the appropriate management of transactions where there is a concern of conflicts of interest, so as to prevent the interests of customers from being unfairly harmed as a result of transactions conducted by the Bank or its subsidiaries.
(1) Transactions subject to conflict of interest management and how they are identified
"Conflict of interest" means a situation in which there is a conflict of interest between the Bank or any of its subsidiaries and a customer, or between customers of the Bank or any of its subsidiaries.
The Bank will manage transactions that may have the potential to unfairly harm customers' interests due to a conflict of interest as "applicable transactions".
Whether or not a transaction with a customer is an applicable transaction will be appropriately identified based on information provided by the customer.
(2) Types of transactions that may involve conflicts of interest
Whether or not a particular transaction may pose a conflict of interest will be determined based on the individual circumstances of the transaction. For example, transactions that may be subject to a conflict of interest can be classified as follows:
| Between customers and the Bank | Between customers and other customers | |
|---|---|---|
| Conflicts of interest | Transactions in which the interests of the customer and the Bank or its subsidiaries conflict | Transactions in which the interests of a customer conflict with those of other customers of the Bank or its subsidiaries |
| Competitive transactions | A transaction in which a customer and the Bank or a subsidiary of the Bank compete for the same target | A transaction in which a customer competes with another customer of the Bank or its subsidiaries for the same target |
| Information use | Transactions in which the Bank or its subsidiaries profit by using information obtained through the Bank's relationship with a customer | Transactions in which other customers of the Bank or its subsidiaries profit by using information obtained through the Bank's relationship with a customer |
The specific transactions that may be subject to conflict of interest management at the Bank are considered to be the following transactions 1 to 5.
- 1Undertaking FA and M&A advisory services
- 2Undertaking M&A brokerage business
- 3Appointment as syndicated loan arranger or agent
- 4Implementation of rehabilitation support
- 5In addition to 1 to 4, transactions where the customer has reasonable expectations based on a legal fiduciary relationship or de facto dependency relationship established by a contract between the Bank and the customer.
(3) Conflict of interest management system
In order to properly manage conflicts of interest at the Bank, the Bank's Compliance Department will be responsible for managing conflicts of interest, and will centrally collect information and identify and manage applicable transactions. In addition, we will establish a system for appropriate and sufficient conflict of interest management and appoint a conflict of interest management supervisor to be responsible for implementing specific measures to ensure its effectiveness.
We will appropriately manage conflicts of interest by taking any combination of the following methods and other measures as methods for managing applicable transactions.
- 1Establishing information barriers
- 2Changing transaction terms and methods
- 3Cancellation of transactions
- 4Disclosure of conflicts of interest to, and obtaining consent from, customers
(4) Scope of companies subject to conflict of interest management
The Bank and the following companies are subject to conflict of interest management at the Bank.
- 1Subsidiaries of the Bank (Tokyo Star Business Finance Co., Ltd., etc.)
- 2Other group companies that we deem necessary to include in the management
